NEVADA
|
|
88-0237223
|
(State
or other jurisdiction of incorporation or
organization)
|
|
(I.R.S.
Employer Identification No.)
|
Common
Stock, $.004995 par value
|
25,450,594
|
|
(Class)
|
Outstanding
at November 14, 2007
|
Page
|
||
PART
I. FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements:
|
|
Condensed
consolidated Balance Sheets as of September 30, 2007 (unaudited)
and June
30, 2007
|
3
|
|
Condensed
consolidated Statements of Operations for the three months ended
September
30, 2007 and 2006(unaudited)
|
4
|
|
Condensed
consolidated Statements of Cash Flows for the three months ended
September
30, 2007 and 2006 (unaudited)
|
5
|
|
Notes
to Condensed Unaudited Consolidated Financial Statements
|
6
|
|
Item
2.
|
Management’s
Discussion and Analysis or Plan of Operation
|
12
|
Item
3.
|
Controls
and Procedures
|
15
|
PART
II. OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
*
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
*
|
Item
3.
|
Defaults
upon Senior Securities
|
*
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
*
|
Item
5.
|
Other
Information
|
*
|
Item
6.
|
Exhibits
|
16
|
SIGNATURES |
16
|
September
30,
|
June
30,
|
||||||
|
2007
|
2007
|
|||||
(Unaudited)
|
|
||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
11,200
|
$
|
85,016
|
|||
Accounts
receivable, net
|
148,842
|
75,283
|
|||||
Prepaid expenses
|
189,949
|
89,919
|
|||||
Total
current assets
|
349,991
|
250,218
|
|||||
Property
and equipment, net
|
148,687
|
157,356
|
|||||
Other
assets
|
23,384
|
27,951
|
|||||
|
$
|
522,062
|
$
|
435,525
|
|||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|||||||
Current
liabilities:
|
|||||||
Notes
payable in default
|
$
|
130,000
|
$
|
130,000
|
|||
Accrued
interest in default
|
98,890
|
95,382
|
|||||
Note
payable
|
-
|
100,000
|
|||||
Secured
bridge loan payable
|
600,000
|
-
|
|||||
Accounts
payable
|
97,512
|
12,916
|
|||||
Accrued
wages and vacation
|
833,795
|
842,525
|
|||||
Accrued
interest
|
543,996
|
527,434
|
|||||
Deferred
revenue
|
138,898
|
98,394
|
|||||
Current
portion of lease obligations
|
6,589
|
7,388
|
|||||
Current
portion 8% convertible debentures net of debt discount
|
935,799
|
24,010
|
|||||
Current
portion 8% convertible debentures net of debt discount-related
parties
|
93,852
|
91,812
|
|||||
Total
current liabilities
|
3,479,331
|
1,929,861
|
|||||
Long
term portion of lease obligations
|
2,599
|
3,607
|
|||||
8%
Convertible debentures net of debt discount
|
500,750
|
1,343,868
|
|||||
8%
Convertible debentures net of debt discount - related
parties
|
37,837
|
34,154
|
|||||
Total
liabilities
|
4,020,517
|
3,311,490
|
|||||
Stockholders'
deficit
|
|||||||
Preferred
stock, $.004995 par value; 5,000,000 shares authorized: none
outstanding
|
-
|
-
|
|||||
Common
stock, $.004995 par value; 50,000,000 shares authorized: 23,705,594
issued
and outstanding at September 30, 2007 and June 30, 2007
|
118,409
|
118,409
|
|||||
Additional
paid in capital
|
5,442,994
|
5,358,033
|
|||||
Accumulated
deficit
|
(9,059,858
|
)
|
(8,352,407
|
)
|
|||
Total
stockholders' deficit
|
(3,498,455
|
)
|
(2,875,965
|
)
|
|||
|
$
|
522,062
|
$
|
435,525
|
Three
Months Ended
|
|||||||
September
30,
|
September
30,
|
||||||
|
2007
|
2006
|
|||||
Revenue
|
$
|
159,826
|
$
|
87,395
|
|||
Selling
expenses
|
42,688
|
23,205
|
|||||
Research
and development
|
118,768
|
83,136
|
|||||
General
and administrative expenses
|
467,255
|
317,923
|
|||||
628,711
|
424,264
|
||||||
Loss
from operations
|
(468,885
|
)
|
(336,869
|
)
|
|||
Other
expense
|
|||||||
Interest expense
|
(238,566
|
)
|
(69,003
|
)
|
|||
Loss
before provision for income taxes
|
(707,451
|
)
|
(405,872
|
)
|
|||
Provision
for income taxes
|
-
|
-
|
|||||
Net
loss
|
$
|
(707,451
|
)
|
$
|
(405,872
|
)
|
|
Basic
and diluted loss per share
|
$
|
(0.03
|
)
|
$
|
(0.02
|
)
|
|
Basic
and diluted weighted average common shares outstanding
|
23,705,594
|
23,705,594
|
Three Months Ended September 30,
|
|||||||
|
2007
|
2006
|
|||||
Operating
activities:
|
|||||||
Net
loss
|
$
|
(707,451
|
)
|
$
|
(405,872
|
)
|
|
Adjustments
to reconcile net loss to cash provided by operating
activities:
|
|||||||
Amortization
and depreciation
|
18,625
|
8,598
|
|||||
Stock
option compensation
|
7,786
|
18,066
|
|||||
Amortization
of warrants
|
77,175
|
-
|
|||||
Amortization
of debt discount
|
74,394
|
22,287
|
|||||
Provision
for uncollectible receivables
|
-
|
1,000
|
|||||
Changes
in assets and liabilities:
|
|||||||
Accounts
receivable
|
(73,559
|
)
|
23,477
|
||||
Prepaid
expense and other assets
|
(95,463
|
)
|
(10,265
|
)
|
|||
Accounts
payable
|
83,910
|
(63,239
|
)
|
||||
Accrued
liabilities
|
12,027
|
44,427
|
|||||
Deferred
revenue
|
40,504
|
6,827
|
|||||
Net
cash used in operating activities
|
(562,052
|
)
|
(354,694
|
)
|
|||
Investing
activities:
|
|||||||
Purchase
of property and equipment
|
(9,956
|
)
|
(15,414
|
)
|
|||
Net
cash used in investing activities
|
(9,956
|
)
|
(15,414
|
)
|
|||
Financing
activities:
|
|||||||
Principal
payments of lease obligations
|
(1,808
|
)
|
(1,500
|
)
|
|||
Principal
payments on notes payable in default
|
-
|
(125,000
|
)
|
||||
Principal
payments on notes payable
|
(100,000
|
)
|
-
|
||||
Proceeds
from issuance of secured bridge loan
|
600,000
|
-
|
|||||
Proceeds
from issuance of 8% convertible debentures, net of costs
|
-
|
900,000
|
|||||
Net
cash provided by financing activities
|
498,192
|
773,500
|
|||||
Net
increase in cash and cash equivalents
|
(73,816
|
)
|
403,392
|
||||
Cash
and cash equivalents,
beginning of year
|
85,016
|
149,512
|
|||||
Cash
and cash equivalents,
end of period
|
$
|
11,200
|
$
|
552,904
|
|||
Supplemental
Disclosure of Cash Flow Information:
|
|||||||
Cash
paid during the period for:
|
|||||||
Interest
|
$
|
63,640
|
$
|
2,289
|
|||
Income
taxes
|
$
|
-
|
$
|
-
|
|||
Non
Cash Investing and Financing Activities:
|
|||||||
Cancellation
of stock
|
$
|
-
|
$
|
8,957
|
|||
Debt
discount on 8% convertible debentures
|
$
|
-
|
$
|
209,580
|
· |
Obtain
additional equity or debt financing from investors.
|
· |
Increase
revenue from the sale of its software. The Company is anticipating
to
release an upgraded version of its software during the next twelve
months
that will address customer enterprise level
requirements.
|
· |
If
necessary, the Company will initiate cost cutting programs that would
reduce cash requirements.
|
September
30,
|
|||||||
2007
|
2006
|
||||||
|
|||||||
Convertible
debentures
|
4,055,000
|
2,250,000
|
|||||
Options
|
4,970,000
|
4,722,334
|
|||||
Warrants
|
7,350,667
|
4,920,667
|
|||||
Total
|
16,375,667
|
11,893,001
|
September 30,
|
June 30,
|
||||||
2007
|
2007
|
||||||
Two
unsecured, senior subordinated notes payable, due on various dates
on or
before
|
|||||||
September
2004, bearing interest at 8% per annum.
|
$
|
130,000
|
$
|
130,000
|
As
of
|
|||||||
September 30, 2007
|
June 30, 2007
|
||||||
Convertible
debentures issued
|
$
|
2,027,500
|
$
|
2,027,500
|
|||
Less
debt discount
|
(459,262
|
)
|
(533,656
|
)
|
|||
1,568,238
|
1,493,844
|
||||||
Less
current portion
|
(1,029,651
|
)
|
(115,822
|
)
|
|||
Long
term portion
|
$
|
538,587
|
$
|
1,378,022
|
|||
Current
issued to related parties
|
$
|
93,852
|
$
|
91,812
|
|||
Long
term issued to related parties
|
$
|
37,837
|
$
|
34,154
|
|||
Maturity
dates of outstanding convertible debentures
|
|||||||
September
2008
|
$
|
1,125,000
|
$
|
125,000
|
|||
September
2009
|
902,500
|
1,902,500
|
|||||
$
|
2,027,500
|
$
|
2,027,500
|
5
years
|
||||
Expected
volatility
|
42
|
%
|
||
Expected
dividends
|
None
|
|||
Risk-free
interest rate
|
5.03
|
%
|
||
0
|
%
|
For
the Three Months Ended
|
|||||||
September
30, 2007
|
|||||||
Weighted
|
|||||||
Average
|
|||||||
Exercise
|
|||||||
Options
|
Shares
|
Price
|
|||||
Outstanding
at beginning of year
|
4,975,000
|
$
|
0.41
|
||||
Granted
|
-
|
-
|
|||||
Cancelled
|
(5,000
|
)
|
0.65
|
||||
Exercised
|
-
|
-
|
|||||
Outstanding
at end of the period
|
4,970,000
|
0.41
|
|||||
Exercisable
at end of the the period
|
4,569,500
|
$
|
0.39
|
||||
Weighted
average fair value of options granted during the period
|
-
|
$
|
-
|
For
the Three Months Ended
|
|||||||
September
30, 2007
|
|||||||
Weighted
|
|||||||
Average
|
|||||||
Exercise
|
|||||||
Warrants
|
Shares
|
Price
|
|||||
Outstanding
at beginning of year
|
8,660,667
|
$
|
0.88
|
||||
Granted
|
690,000
|
0.60
|
|||||
Cancelled
|
(2,000,000
|
)
|
1.00
|
||||
Exercised
|
-
|
-
|
|||||
Outstanding
at end of the period
|
7,350,667
|
0.82
|
|||||
Exercisable
at end of the the period
|
7,350,667
|
$
|
0.82
|
Three Months Ended September 30,
|
Increase
|
||||||||||||
2007
|
2006
|
(Decrease)
|
%
|
||||||||||
Statements
of Operations
|
|||||||||||||
Revenues
|
$
|
159,826
|
$
|
87,395
|
$
|
72,431
|
82.9
|
%
|
|||||
Selling
expenses
|
42,688
|
23,205
|
19,483
|
84.0
|
%
|
||||||||
Research
and development
|
118,768
|
83,136
|
35,632
|
42.9
|
%
|
||||||||
General
and administrative expenses
|
467,255
|
317,923
|
149,332
|
47.0
|
%
|
||||||||
Interest
expense
|
238,566
|
69,003
|
169,563
|
245.7
|
%
|
||||||||
Total
expenses
|
867,277
|
493,267
|
374,010
|
75.8
|
%
|
||||||||
Net
(loss)
|
$
|
(707,451
|
)
|
$
|
(405,872
|
)
|
$
|
301,579
|
74.3
|
%
|
|||
Net
(loss) per basic and
|
As
of
|
Increase
|
|||||||||
September 30, 2007
|
June 30, 2007
|
(Decrease)
|
||||||||
Working
Capital
|
||||||||||
Current
assets
|
$
|
349,991
|
$
|
250,218
|
$
|
99,773
|
||||
Current
liabilities
|
3,479,331
|
1,929,861
|
1,549,470
|
|||||||
Working
capital deficit
|
$
|
(3,129,340
|
)
|
$
|
(1,679,643
|
)
|
$
|
1,449,697
|
||
Long-term
debt
|
$
|
541,186
|
$
|
1,381,629
|
$
|
(840,443
|
)
|
|||
Stockholders'
deficit
|
$
|
(3,498,455
|
)
|
$
|
(2,875,965
|
)
|
$
|
622,490
|
Quarter Ended September 30,
|
Increase
|
|||||||||
2007
|
2006
|
(Decrease)
|
||||||||
Statements
of Cash Flows Select Information
|
||||||||||
Net
cash provided (used) by:
|
||||||||||
Operating
activities
|
$
|
(562,052
|
)
|
$
|
(1,804,748
|
)
|
$
|
(1,242,696
|
)
|
|
Investing
activities
|
$
|
(9,956
|
)
|
$
|
(130,805
|
)
|
$
|
(120,849
|
)
|
|
Financing
activities
|
$
|
498,192
|
$
|
1,871,057
|
$
|
(1,372,865
|
)
|
As
of
|
Increase
|
|||||||||
September 30, 2007
|
June 30, 2007
|
(Decrease)
|
||||||||
Balance
Sheet Select Information
|
||||||||||
Cash
and cash equivalents
|
$
|
11,200
|
$
|
85,016
|
$
|
(73,816
|
)
|
|||
Accounts
receivable
|
$
|
148,842
|
$
|
75,283
|
$
|
73,559
|
||||
Accounts
payable and accrued expenses
|
$
|
1,574,193
|
$
|
1,382,875
|
$
|
191,318
|
(a) |
Evaluation
of disclosure controls and procedures. Our Chief Executive Officer
and
Principal Financial Officer, after evaluating the effectiveness of
our
"disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end
of the
period covered by this Quarterly Report on Form 10-QSB (the "Evaluation
Date"), have concluded that as of the Evaluation Date, our disclosure
controls and procedures are effective to provide reasonable assurance
that
information we are required to disclose in reports that we file or
submit
under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated
and
communicated to our management, including our Chief Executive Officer
and
Principal Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
|
(b) |
Changes
in internal control over financial reporting. There were no significant
changes in our internal control over financial reporting during our
most
recent fiscal quarter that materially affected, or were reasonably
likely
to materially affect, our internal control over financial
reporting.
|
(a)
|
Exhibits
–
|
Exhibit
No.
|
Title
|
|
31.1
|
302
Certification of John R. Dunn II, Chief Executive
Officer
|
|
31.2
|
302
Certification of Lowell W. Giffhorn, Chief Financial
Officer
|
|
32.1
|
906
Certification of John R. Dunn II, Chief Executive
Officer
|
|
32.2
|
906
Certification of Lowell W. Giffhorn, Chief Financial
Officer
|
Date:
November 14, 2007
|
By:
|
/s/
JOHN R. DUNN II
|
John
R. Dunn II
|
||
Chief
Executive Officer
|
||
(Principal
Executive and duly authorized
|
||
to
sign on behalf of the Registrant)
|